Exhibit 10.25.1

                              Horizon Telcom, Inc.

                             1999 STOCK OPTION PLAN

     1. Purpose. This 1999 Stock Option Plan (the "Plan") is intended to provide
incentives:

          (a) to the officers and other employees of Horizon  Telcom,  Inc. (the
"Company")  and any of its Related  Corporations  as defined  below by providing
them with  opportunities  to purchase  stock in the Company  pursuant to options
granted  hereunder  which qualify as  "incentive  stock  options"  under Section
422(b) of the Code ("Incentive Stock Options"); and

          (b) to directors, officers and employees of, and service providers to,
the Company,  its Related  Corporations or its affiliates by providing them with
opportunities  to  purchase  stock in the Company  pursuant  to options  granted
hereunder which do not qualify as Incentive Stock Options  ("Nonqualified  Stock
Options").

     2. Administration of the Plan.

          (a) Except as otherwise provided in Section 2(d) below, the Plan shall
be  administered  by the Board of Directors of the Company (the  "Board") or the
Board may appoint a Compensation  Committee (the  "Committee") of two or more of
its  members  to  administer  this  Plan.  All  references  in this  Plan to the
Committee  shall mean the Board if no Committee has been  appointed.  Subject to
ratification of the grant or authorization of each Option by the Board (but only
if so required by applicable  state law),  and subject to the terms of the Plan,
in  administering  this Plan and Options  granted under this Plan, the Committee
shall have the authority to:

               (i)   determine   the   employees  of  the  Company  and  Related
Corporations  (from among the class of employees  eligible under Section 3 below
to receive  Incentive  Stock  Options) to whom  Incentive  Stock  Options may be
granted,  and to determine  (from among the class of individuals  eligible under
Section 3 below to receive  Nonqualified  Stock  Options)  to whom  Nonqualified
Stock Options may be granted;

               (ii)  determine the time or times at which Options may be granted
and the number of shares of Stock that are subject to each Option;

               (iii) determine the option price of Option Shares (which price as
to Incentive Stock Options shall not be less than the minimum price specified in
Section 5 below);

               (iv) determine  whether each Option granted shall be an Incentive
Stock Option or a Nonqualified Stock Option;

               (v) determine the additional  terms and conditions  applicable to
each Option which are not inconsistent with the terms of this Plan; and

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               (vi)  interpret  the Plan and  prescribe  and  rescind  rules and
regulations, if any, relating to and consistent with this Plan.

     If the Committee  determines to issue a Nonqualified Stock Option, it shall
take whatever actions it deems necessary,  under Section 422 of the Code and the
regulations promulgated thereunder, to ensure that such Option is not treated as
an Incentive Stock Option.  The interpretation and construction by the Committee
of any  provisions  of the Plan or of any  Option  granted  thereunder  shall be
final,  binding and conclusive  unless  otherwise  determined by the Board.  The
Committee  may from time to time adopt such rules and  regulations  for carrying
out the Plan as it may deem necessary or appropriate.

          (b) The Committee  may select one of its members as its chairman,  and
shall  hold  meetings  at such time and  places as it may  determine.  Acts by a
majority  of the  Committee,  or acts  reduced  to or  approved  in writing by a
majority of the members of the Committee,  shall be valid acts of the Committee.
From time to time the Board may increase the size of the  Committee  and appoint
additional  members thereof,  remove members (with or without cause) and appoint
new members in substitution  therefor,  fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan (except
as otherwise provided under Section 2(e) below).

          (c)  Options  may be granted  to members of the Board,  but no Options
shall be  granted to any person  who is, at the time of the  proposed  grant,  a
member of the Board,  unless such grant has been  approved by a majority vote of
the other  members of the  Board.  All grants of Options to members of the Board
shall in all other  respects be made in accordance  with the  provisions of this
Plan applicable to other eligible  persons.  Members of the Board who are either
(i)  eligible  for  Options  pursuant  to the Plan,  or (ii)  have been  granted
Options, may vote on any matters affecting the administration of the Plan or the
grant of any Options pursuant to the Plan,  except that no such member shall act
upon the  granting to himself of Options,  but any such member may be counted in
determining  the  existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting to him of Options.

          (d)  Notwithstanding  any other  provision  of this  Section 2, in the
event the Company  registers  any class of any equity  security  pursuant to the
Exchange Act, the Plan will thereafter be administered by a Committee consisting
of two or more directors of the Company, each of whom is a non-employee director
as defined in Rule 16b-3 under the Exchange Act.

          (e) No members of the Board or the  Committee  shall be liable for any
action, determination or omission made in good faith with respect to the Plan or
any Option  granted  under it or for any act or omission of any other  member of
the  Committee  or the Board,  including  but not limited to the exercise of any
power and discretion  given to him under the Plan,  except those  resulting from
his own gross negligence or willful misconduct.

       In addition to such other rights of  indemnification  as he may have as a
member of the Board or the Committee,  and with respect to administration of the
Plan and the granting of Options thereunder, each member of the Board and of the
Committee  shall be entitled  without  further act on his part to indemnity from
the Company for all expenses (including the amount of judgment and the amount of
approved settlements made with a view to the curtailment of costs of litigation,
other than amounts  paid to the Company  itself)  reasonably  incurred by him in


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connection with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options thereunder in which he
may be  involved  by reason of his being or having been a member of the Board or
the  Committee,  whether or not he continues to be such a member of the Board or
the Committee at the time of the incurring of such expenses;  provided, however,
that such  indemnity  shall not include any expenses  incurred by such member of
the Board or the Committee in respect of matters as to which he shall be finally
adjudged  in such  action,  suit or  proceeding  to have  been  guilty  of gross
negligence or willful misconduct in the performance of his duties as a member of
the  Board  or  the   Committee;   and   provided   further  that  no  right  of
indemnification  under this Plan shall be available to or accessible by any such
member  of the Board or the  Committee  unless  within  thirty  (30) days  after
institution  of any such action,  suit or  proceeding  he shall have offered the
Company in writing the  opportunity  to handle and defend such  action,  suit or
proceeding at its own expense.  The  foregoing  right of  indemnification  shall
inure to the  benefit of the heirs,  executors  or  administrators  of each such
member  of the Board or the  Committee  and  shall be in  addition  to all other
rights to which such member of the Board or the  Committee  would be entitled to
as a matter of law, bylaws, contract or otherwise.

     3. Persons Eligible to Be Granted Options.

          (a)  Incentive  Stock  Options  may be granted to any  employee of the
Company or any  Related  Corporation  that the  Committee  may  determine  to be
granted an Incentive  Stock Option.  Those officers and directors of the Company
who are not employees may not be granted Incentive Stock Options under the Plan.

          (b) Nonqualified Stock Options may be granted to any director (whether
or not an  employee),  officer  or  employee  of, or  service  provider  to, the
Company, its Related Corporations or its affiliates.

          (c) The Committee may take into consideration a recipient's individual
circumstances  in  determining  whether to grant an  Incentive  Stock  Option or
Nonqualified  Stock Option.  The granting of any Option to any individual  shall
neither  entitle that individual to, nor disqualify him from,  participation  in
any other grant of Options.

     4.  Stock and  Number of Shares.  The stock  subject  to  Options  shall be
authorized but unissued shares of Stock, or treasury shares of Stock held by the
Company. The aggregate number of shares of Stock which may be issued pursuant to
the Plan is 10,000  shares of Class B Common  Stock  subject  to  adjustment  as
provided in Section 12 below. Such number of shares of Stock may be issued under
this  Plan  as  Incentive  Stock  Options,  Nonqualified  Stock  Options,  or  a
combination of both, so long as the number of shares of Stock so issued does not
exceed  such  number as  adjusted.  If any Option  granted  under the Plan shall
expire or  terminate  for any reason  without  having been  exercised in full or
shall cease for any reason to be exercisable in whole or in part,  including but
not limited to, any Option which is forfeited  due to its failure to vest within
the time period  applicable to such Option,  the shares of Stock subject to such
Options  shall again be available  for grants of Options  under the Plan. At all
times,  the  Option  and the  Option  Shares  shall be  subject to the terms and
conditions set forth in the Company's Articles of Incorporation, as amended from
time to time after the date of adoption of this Plan.

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     5. Special Limitations Applicable to Incentive Stock Options.

          (a) The  price per share of Option  Shares  subject  to any  Incentive
Stock Option granted under the Plan shall not be less than Fair Market Value per
share  of Stock on the date of such  grant.  In the case of an  Incentive  Stock
Option to be  granted  to an  employee  owning  stock  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company or any Related Corporation, the price per share of Option Shares subject
to such Incentive  Stock Option shall not be less than 110 percent (110%) of the
Fair Market Value per share of Stock on the date of grant.

          (b) If, at the time an Option is granted under the Plan,  the Stock is
not publicly traded, "Fair Market Value" shall be deemed to be the fair value of
the Stock as  determined by the Committee  after taking into  consideration  all
factors which it deems appropriate,  including, without limitation,  recent sale
and offer  prices  of the  Stock in  private  transactions  negotiated  at arm's
length.  However,  if at the time an Option is granted under the Plan, the Stock
is publicly  traded,  "Fair  Market  Value" shall be  determined  as of the last
business  day for which the  prices or quotes  discussed  in this  sentence  are
available  prior to the date such  Option  is  granted  and  shall  mean (i) the
average (on that date) of the high and low prices of the Stock on the  principal
national  securities exchange on which the Stock is traded, if the Stock is then
traded on a national securities  exchange;  or (ii) the last reported sale price
(on that date) of the Stock on the NASDAQ  National Market List, if the Stock is
not then  traded on a national  securities  exchange;  or (iii) the  closing bid
price (or  average of bid prices)  last quoted (on that date) by an  established
quotation service for over-the-counter  securities, if the Stock is not reported
on the NASDAQ National Market List.

          (c) If the aggregate  fair market value of Stock with respect to which
an Option  intended to be Incentive  Stock Option is  exercisable  for the first
time during any calendar year exceeds $100,000,  the portion of the Option which
exceeds such limitation shall be treated as a Nonqualified  Stock Option and the
Committee shall determine the extent to which the exercise of any such Option is
an exercise of the portion which is an Incentive  Stock Option or a Nonqualified
Stock Option.  For purposes of this Section 5(c), the fair market value of Stock
subject to an Option shall be determined as of the date of grant of the Option.

     6. Duration of Options.  Each option shall expire on the date  specified by
the Committee and set forth in the  applicable  Option  Agreement,  but not more
than  (i) ten (10)  years  after  the date of grant in the case of  Nonqualified
Stock Options,  and Incentive Stock Options  generally,  and (ii) five (5) years
from the date of grant in the case of  Incentive  Stock  Options  granted  to an
employee  owning  stock  possessing  more  than ten  percent  (10%) of the total
combined  voting  power of all  classes of stock of the  Company or any  Related
Corporation.

     7. Limitation on  Assignability of any Option.  Unless otherwise  expressly
permitted in a particular Option Agreement for a Nonqualified Stock Option only,
no Option shall be assignable or transferable  by an Optionee  except  following
death  by will or by the  laws of  descent  and  distribution,  and  during  the
lifetime of an Optionee each Option granted to the Optionee shall be exercisable
only by the Optionee.

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     8. Option Agreements; Terms and Conditions Applicable to Options. The grant
of any Option shall be evidenced by the Company and the Optionee entering into a
written agreement (an "Option Agreement") in such form as the Committee may from
time to time approve.  The terms of Option Agreements need not be identical.  In
the event of any inconsistency  between the terms of an Option Agreement and the
terms of this  Plan,  the  terms of this Plan  shall in all  events  govern  and
control.

       Each Option  Agreement may contain such provisions as the Committee deems
advisable which are not inconsistent with this Plan, including,  but not limited
to, the following:

          (a) restrictions  applicable to shares of Stock issuable upon exercise
of Options;

          (b) vesting or  forfeiture  provisions  which  restrict an  Optionee's
ability to exercise all or any portion of an Option at a particular time;

          (c) acceleration of the  exercisability of Options upon the occurrence
of events specified in the Option Agreement;

          (d) restrictions on the exercise of Options  following the termination
of the Optionee's employment with the Company or any Related Corporation;

          (e) restrictions on an Optionee's  ability to transfer shares of Stock
acquired  through  the  exercise  of Options in  addition  to those set forth in
Section 10 hereof; and

          (f) provisions permitting payment of the purchase price for any Option
Shares with a promissory note or with previously-owned shares of Stock.

The proper  officers of the Company are  authorized and directed to take any and
all actions necessary or advisable from time to time to execute and deliver, and
to carry out the terms of, each Option Agreement.

     9. Exercise of Options; Optionees' Rights as a Shareholder.

          (a) Method of Exercise. An Option (or any part or installment thereof)
shall be  exercised  by the  Optionee  (or, if an Option  Agreement  permits the
transfer of an Option following an Optionee's death, the Optionee's  post-mortem
transferee)  giving  written  notice  to the  Secretary  of the  Company  at its
principal  office  address.  Such notice  shall (i)  identify  the Option  being
exercised by reference to the relevant Option Agreement, (ii) specify the number
of  Option  Shares as to which  such  Option  is being  exercised,  and (iii) be
accompanied by full payment of the purchase price therefor by such mean or means
as may be permitted under the relevant Option Agreement.

          An Optionee  may  purchase  less than the number of Option  Shares for
which an Option is then  exercisable,  provided that no partial  exercise of the
Option may be for any fractional share or for less then ten (10) whole shares.

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          (b)  Satisfaction  of  the  Company's  Withholding  Obligations.   The
Company's  obligation to issue any shares of Stock  following the exercise of an
Option  shall  in  all  events  be  contingent  upon  an  Optionee  making  such
arrangements which the Company shall determine to be reasonably  satisfactory to
permit the  Company  and/or any  Related  Corporation  to satisfy any income and
employment  tax  withholding  obligations  associated  with the  exercise of the
Option.  Such arrangements may include,  but need not necessarily be limited to,
deposit by the Optionee  with the Company of amounts  sufficient  to satisfy the
amount of such  withholding  obligations,  and increased  withholding  from cash
compensation  otherwise  payable  to the  Optionee  by the  Company or a Related
Corporation.

          (c)  Delivery of  Certificate  Following  Exercise of the Option.  The
Company  shall,  upon  payment  of the  purchase  price for the number of Option
Shares  purchased and compliance with the other  applicable terms and conditions
of this Plan and the  relevant  Option  Agreement,  make  prompt  delivery  of a
certificate evidencing such number of shares of Stock to the Optionee; provided,
however,  that if any law or regulation  requires the Company to take any action
with respect to such Option Shares before the issuance thereof, then the date of
delivery of such  certificate  shall be  extended  for the period  necessary  to
complete such action. No certificate shall be issued and delivered upon exercise
of any  portion  of an  Option  unless  and  until,  in the  sole  and  absolute
discretion of the Company, any applicable requirements of the Federal Securities
Act, any applicable  state laws regulating  securities,  any applicable  listing
requirements  of any  national  securities  exchange  on which stock of the same
class is then listed,  and any other  requirements  of law or of any  regulatory
bodies having  jurisdiction  over such  issuance and  delivery,  shall have been
fully complied with. Shares shall not be considered to be issued and outstanding
for any purpose unless and until the certificate  evidencing such share has been
issued.

          (d) Optionees' Rights as a Shareholder. An Optionee shall not have the
rights of a  shareholder  with  respect to the Option  Shares  until the date of
issuance of a stock  certificate  to him for such  shares.  Except as  expressly
provided  in Section 12 of this Plan with  respect to changes in  capitalization
and stock dividends, no adjustment shall be made for dividends or similar rights
for which the record date is before the date such stock certificate is issued.

     10. Right of First Refusal.

          (a)  Applicable to All Plan Stock.  All Plan Stock shall be subject to
the right of first  refusal  procedure  specified in this Section 10, unless the
relevant Option Agreement  specifically provides that the right of first refusal
is inapplicable to the Plan Stock.  Notwithstanding  anything in this Section 10
to the  contrary,  the  right of first  refusal  shall  cease to apply  upon the
completion of an Initial Public Offering.

          (b) Right of First Refusal. If a Plan Stockholder receives a bona fide
offer from a third party to sell any Plan  Stock,  and he desires to accept such
offer, he shall first promptly notify the Secretary of the Company in writing of
such offer, accompanied by a copy of such written third party offer. Thereafter,
the  Company  shall have a period of  forty-five  (45) days in which to elect to
purchase all the Plan Stock which is subject to such offer (the "Offered Stock")
on the same terms as contained in the offer  received  from the third party.  If
the Company  elects to purchase all the Offered  Stock  pursuant to the terms of
the offer,  then the Plan  Stockholder  shall be  obligated  to sell the Offered
Stock to the Company and such sale shall close within twenty (20) days after the
giving of notice of election.  The closing shall take place at a reasonable time
and place designated by the Company.

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          If within the forty-five  (45) day period set forth in the immediately
preceding  paragraph,  the Plan Stockholder does not receive written notice from
the Company of an election by the Company to purchase all the Offered Stock, the
Plan Stockholder shall have the right to sell his Stock on the same terms and to
the same  purchaser as contained in the third party offer,  provided the sale is
closed  within  sixty  (60) days  after the  close of such  forty-five  (45) day
period,  and further  provided  that such  transfer  complies with Section 10(c)
below.  If the sale is not consummated  within such sixty (60) day period,  then
all of such  Stock  shall  remain  subject to the terms and  conditions  of this
Section 10.

          (c) All  Transferees of Plan Stock Must Agree in Writing to Be Subject
to the Right of First  Refusal.  Any purported  transfer of Plan Stock,  whether
following  compliance  with the right of first  refusal  procedure  described in
Section 10(b) above or pursuant to a gift or transfer at death, shall be subject
to the  transferee's  agreement  in writing,  in such form and  substance as the
Company shall in its sole and absolute discretion  determine  appropriate,  that
the Plan Stock so transferred shall continue to be subject to the right of first
refusal described in this Section 10.

     11. Legends Upon Certificates for Plan Stock.  Certificates evidencing Plan
Stock  shall  bear  such  legends  as the  Company,  in its  sole  and  absolute
discretion,  may determine to be necessary to comply with  applicable  state and
federal  securities laws. In addition,  each such certificate  shall contain the
following legend:

          The shares represented by this certificate are subject to restrictions
          against  transfer under the terms of Section 10 of the Horizon Telcom,
          Inc. 1999 Stock Option Plan (the "Plan"),  which Plan requires,  among
          other  things,  that the  holder  hereof  offer to sell his  shares to
          Horizon Telcom,  Inc. (the "Company")  prior to making any transfer of
          his  shares.  The  Company  will  furnish a copy of the plan,  without
          charge,  to the holder of this  certificate upon written request to it
          at its principal place of business or registered office.

     12. Effect of Recapitalization; Merger and Other Transactions Affecting the
Company.

          (a) Effect on Option Shares Subject to Existing  Option  Grants.  Upon
the occurrence of any of the following events, an Optionee's rights with respect
to Options granted to him hereunder  shall be adjusted as hereinafter  provided,
unless otherwise  specifically provided in the Option Agreement relating to such
Option:

               (i) If the shares of Stock shall be subdivided or combined into a
greater or smaller number of shares, or if the Company shall issue any shares of
Stock as a stock dividend on its outstanding Stock, the number of Options shares
of Stock  deliverable  upon  the  exercise  of  Options  shall be  appropriately
increased or decreased  proportionately,  and appropriate  adjustments  shall be
made in the purchase price per share to reflect such subdivision, combination or
stock  dividend,  all as  determined  by the  Committee in its sole and absolute
discretion.

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               (ii) If the  Company is to be  consolidated  with or  acquired by
another entity in a merger,  sale of all or  substantially  all of the Company's
assets or otherwise (an "Acquisition"),  the Committee or the Board of Directors
of any entity assuming the obligations of the Company  hereunder (the "Successor
Board"), shall, as to outstanding Options, either (A) make appropriate provision
for the  continuation  of such Options by substituting on an equitable basis for
the shares then subject to such Options the  consideration  payable with respect
to the  outstanding  shares of Stock in connection  with the Acquisition and for
the acceleration of the  exercisability  of such Options to the extent,  if any,
deemed  advisable by the  Committee;  (B) upon written  notice to the Optionees,
provide that all Options must be exercised (to the extent then  exercisable and,
if  not  otherwise  then  exercisable,  to  the  extent,  if  any,  then  deemed
appropriate by the Committee),  within a specified number of days of the date of
such notice,  at the end of which  period the Options  shall  terminate;  or (C)
terminate  all Options in exchange for a cash payment equal to the excess of the
Fair  Market  Value of the shares  subject to such  Options  (to the extent then
exercisable and, if not otherwise then exercisable,  to the extent, if any, then
deemed appropriate by the Committee), over the exercise price thereof.

               (iii) If there is a  recapitalization  or  reorganization  of the
Company (other than a transaction described in Section 12(a)(ii) above) pursuant
to which  securities  of the Company or of another  corporation  are issued with
respect to the  outstanding  shares of Stock,  an Optionee  upon  exercising  an
Option  shall be  entitled  to  receive  for the  purchase  price paid upon such
exercise the  securities  he would have  received if he had exercised his Option
prior to such recapitalization or reorganization.

               (iv) Upon the proposed dissolution or liquidation of the Company,
each Option will terminate on the date immediately  prior to the consummation of
such proposed action or at such other time and subject to such other  conditions
consistent with this Plan and applicable state law as shall be determined by the
Committee giving written notice thereof to the Optionees.

          (b) Absence of Adjustments.  Except as expressly  provided herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of Option
Shares subject to Options.  No adjustments  shall be made with respect to Option
Shares for dividends  paid in cash or in property  other than  securities of the
Company.

          (c)  Adjustment in Number of Shares of Plan Stock.  Upon the happening
of any of the events described in Sections  12(a)(i),  (ii), or (iii) above, the
class and  aggregate  number of shares  set forth in  Section 4 hereof  that are
subject to Options which  previously  have been or  subsequently  may be granted
under the Plan  shall  also be  appropriately  adjusted  to  reflect  the events
described  in such  Subsections.  The  Committee  or the  Successor  Board shall
determine the specific adjustments to be made under this Section 12 and, subject
to Section 2, its determination shall be conclusive.

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          (d) Application of Restrictions Following Transactions.  If any person
or entity  owning Plan Stock  subject to any  restrictions  imposed with respect
thereto pursuant to this Plan (including,  without limitation,  the restrictions
provided  in  Section  10  hereof)  receives  shares  or  securities  or cash in
connection with a corporate transaction described in Sections 12(a)(i),  (ii) or
(iii) above as a result of owning such Plan Stock,  such shares or securities or
cash shall be subject to all of the  conditions and  restrictions  applicable to
the Plan Stock with  respect to which  such  shares or  securities  or cash were
issued, unless otherwise determined by the Committee or the Successor Board.

     13. Term and Amendment Plan.

          (a) This Plan shall be effective on November 17, 1999 (the  "Effective
Date"),  subject to approval by the  shareholders  of the Company being obtained
within 12  months  thereof;  provided,  however,  that all  Option  grants  made
hereunder prior to this Plan having been approved by the Company's  shareholders
are hereby  expressly made contingent upon obtaining such approval.  Options may
be granted  under the Plan at any time prior to the date which is ten (10) years
after the Effective  Date,  whereupon no further  grants of Options may be made,
though the Plan will continue  thereafter  to apply with respect to  outstanding
grants of Options and outstanding Plan Stock.

          (b) The Board may  terminate  or amend the Plan in any  respect at any
time, except that, the following action may not be taken without the approval of
the  shareholders:  (i) any  increase in the total  number of shares that may be
issued under the Plan (except by  adjustment  pursuant to Section  12(c) above);
(ii) a change in the  employees  eligible for grants of Incentive  Stock Options
pursuant to Section 3 above;  (iii) a decrease in the minimum  exercise price at
which shares may be offered  pursuant to  Incentive  Stock  Options  pursuant to
Section 5(a) above (except by adjustment pursuant to Section 12 above); and (iv)
an extension of the term of this Plan  specified in Section 13(a) above.  Except
as  otherwise  provided  in this  Plan,  in no event may  action of the Board or
stockholders  alter or impair the rights of an  Optionee,  without his  consent,
under any Option previously granted to him.

     14.  Application  of Funds.  The proceeds  received by the Company from the
sale of shares  pursuant  to  Options  granted  under the Plan shall be used for
general corporate purposes.

     15. Government  Regulations.  The Company's  obligation to sell and deliver
shares  of  the  Stock  under  this  Plan  is  subject  to the  approval  of any
governmental  authority  and  compliance  with any  applicable  state or federal
securities laws required in connection with the authorization,  issuance or sale
of such shares.

     16. Continued Employment.  The grant of an Option shall not be construed to
imply or to constitute  evidence of any  agreement,  express or implied,  on the
part of the Company or any  Related,  Corporation  to retain the Optionee in the
employ of the  Company or a Related  Corporation,  as a member of the  Company's
Board of Directors or in any other capacity, whichever the case may be.

     17.   Governing   Law;   Construction;   Severability.   The  validity  and
construction  of the  Plan  and the  instruments  evidencing  Options  shall  be
governed by the laws of the state of Ohio.  This Plan is not intended to be, and
in no event shall it be construed to be, an "employee  benefit  plan" subject to


                                       9
<PAGE>

regulation  under  the  Employee  Retirement  Income  Security  Act of 1974,  as
amended. The validity or enforceability of any particular provision of this Plan
shall not affect the other provisions  hereof,  and this Plan shall be construed
in all respects as if such invalid or unenforceable  provision were omitted.  In
construing  this Plan,  the singular  shall include the plural and the masculine
gender  shall  include the  feminine  and neuter,  unless the context  otherwise
requires.

     18.  Definitions.  As used in this  Plan,  the  following  terms  have  the
indicated specified meanings:

          (a)  Acquisition.  Has the  meaning  set  forth in  Section  12(a)(ii)
hereof.

          (b) Board. Has the meaning set forth in Section 2(a) hereof.

          (c) Code. The Internal Revenue Code of 1986, as amended.

          (d) Committee. Has the meaning set forth in Section 2(a) hereof.

          (e)  Company.  Horizon  Telcom,  Inc.,  an Ohio  corporation,  and its
successors and assigns.

          (f) Effective Date. Has the meaning set forth in Section 13(a) hereof.

          (g) Exchange Act. The Securities Exchange Act of 1934, as amended.

          (h) Fair  Market  Value.  Has the  meaning  set forth in Section  5(b)
hereof.

          (i) Federal Securities Act. The Securities Act of 1933, as amended.

          (j) Incentive Stock Option.  Has the meaning set forth in Section 1(a)
hereof.

          (k) Initial Public Offering.  An initial  underwritten public offering
of the Company's  capital stock  registered under the Securities Act of 1933, as
amended.

          (l)  Nonqualified  Stock Option.  Has the meaning set forth in Section
1(b) hereof.

          (m) Offered Stock. Has the meaning set forth in Section 10(b) hereof.

          (n) Option. An Incentive Stock Option or a Nonqualified Stock Option.

          (o) Option Agreement. Has the meaning set forth in Section 8 hereof.

          (p)  Option  Shares.  Shares  of  Stock  that may be  issued  upon the
exercise of an Option.

          (q) Optionee.  A person to whom an Option is granted  pursuant to this
Plan.

                                       10
<PAGE>

          (r) Plan. This 1999 Stock Option Plan, as amended from time to time in
accordance with the terms hereof.

          (s) Plan Stock.  Stock which is issued upon the exercise of an Option,
and any stock  into  which  such  stock may be  converted  by virtue of  merger,
reorganization, recapitalization or otherwise.

          (t) Plan Stockholder. A person who owns Plan Stock.

          (u) Related  Corporation.  A corporation which is a parent corporation
or a subsidiary  corporation with respect to the Company,  within the meaning of
Section 424(e) or (f) of the Code.

          (v)  Stock.  Class B Common  Stock of the  Company  and any stock into
which  such  stock  may  be  converted  by  virtue  of  merger,  reorganization,
recapitalization or otherwise.

          (w) Successor  Board.  Has the meaning set forth in Section  12(a)(ii)
hereof.

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            Adopted by the Board of Directors on November _____, 1999



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